Love Never Dies
by starlingg12
Summary: [Sequel to 'Reality Can be a Terrifying Thing'] Time has passed since Lilith's death, but is she really gone? Same pairings as last story. R&R please!
1. Past Time

**Hello people! This story is a sequel to 'Reality Can be a Terrifying Thing'. Sorry that it kind of took me a while to begin this fanfic, but I had to basically come up with the plot for the story. Well, I really hope you enjoy this story!**

**Disclaimer: I do not own Ultimate Spider-Man**

**Danny's POV**

Chapter 1

_"Do not be misled by what you see around you, or be influenced by what you see. You live in a world which is a playground of illusion, full of false paths, false values and false ideals. But you are not part of that world."—Sai Baba_

6 months. It has been 6 long months since Lilith's passing and the team hasn't been the same since. Fury says that I'm like the glue that holds the team together, but after what happened 6 months ago, that glue isn't as strong as it's supposed to be… it's not as strong, but it's there. The team has changed. We were all dealing with a great amount of grief and because of that, we're all staying with Peter, like we did quite some time ago, in order to rekindle the strength of the team. Lilith wouldn't us to grieve the rest of our lives, I know because it was one of the last things she said to me. She wanted us to move on, and so respecting her wishes, we tried.

But we can't forget her. _I_ can't forget her.

It's about 4 months into the school year. I was currently in science class. Coulson was giving another lecture, but I wasn't listening. I was too caught up in the memories of the old team, the 6 of us. It doesn't happen often because you can't dwell on the past and I try my best not to, but for some reason, today, all of my memories seem to be coming back to me all at once.

The lunch bell rang and that seemed to snap me out of my thoughts. "—and don't forget about the test next week!" Coulson finished his lecture as everyone gathered their things.

"Hey, Danny?" I heard Coulson say as I was about to leave the classroom.

"Yeah?" I asked turning around.

"You're usually so focused, but today you seemed a little out of it. Is something wrong?"

"No, I'm fine. Just haven't been able to meditate lately."

I was about to leave but then Coulson decided to speak again. "You guys have been dealing with the situation pretty well, so at this rate, things will become normal again soon."

"I sure hope so." I said before heading towards my locker.

* * *

><p>I slammed my locker door shut and headed towards the cafeteria. I quickly got my lunch, then spotted Peter, Ava, Luke, Sam, Mary Jane and Harry at our usual table. MJ and Harry don't know anything about what happened to Lilith. For all they know, she transferred to another school far away and that we broke up shortly afterwards.<p>

Peter and Ava never did become a couple. I suppose it was going to happen, but after what happened 6 months ago, it never did. Losing her best friend really took its toll on Ava. I guess they just need more time.

I set my lunch tray down and slowly began to eat. Suddenly Peter looked alarmed. "Uh-" he said while looking at Mary Jane and Harry. Obviously whatever he was going to say couldn't be said in front of them. Perhaps it was his spider sense? "What is it Peter?" MJ asked.

"Well, uh- Duck!" he suddenly said. The wall behind us was blown to bits in a matter of seconds. Peter was able to get Mary Jane and Harry out of the way in time, while the others and I reacted fast enough and were able to get everyone else near the blast out of the way in time.

When the dust from the blast cleared, we could see who the attacker was; the Rhino. The 5 of us quickly met up behind a table that was turned on its side, our backs facing the villain. "Not that I'm complaining or anything, but why is he attacking the school?" Sam asked.

"Probably to go after Flash like the first time." Luke said.

"But his attacks aren't aimed directly at Flash." I said pointing out the fact that Flash was so obviously hiding behind a garbage can and the Rhino's attacks were all over the place.

"What I want to know is how Alex got his hands on some more of his 'medicines'." Peter said using is hands as quotations.

A table was suddenly flung right above our heads and it smashed into the wall in front of us. "We can figure that out later. Right now we need to stop him!" Ava said.

"We need a distraction so we can change into our costumes." I said.

"I have an idea." Peter said before he jumped over the table we were hiding behind and called out to the Rhino, "Hey! Over here!" he said while throwing a tray of food at him. That seemed to get his attention because as soon as Peter got his attention, the Rhino started chasing him.

We took the opportunity to quickly leave the room and change into our costumes. In just a short moment, we arrived back at the cafeteria and lead the Rhino away from Peter to allow him to change as well. "Hey Skull-brain, don't you have anything better to do than attacking high schools?" Power Man said before attacking from behind. The Rhino roared in reply.

"Uh, I think that's a 'no'." Nova said before he attacked from the air. Spider-Man was back in just a few seconds, he used his webs to fling a table at the villain. "Nova! Iron Fist! Get everyone out of the building before this guy starts rampaging all over the school!"

"On it Webbs." Nova said and I nodded. We headed towards a small group of teens who were a little too close to the battle.

It wasn't taking long to defeat the Rhino. Even though he seemed a little more aggressive this time, we were winning. Nova and I had managed to get everyone out of the building, and then we immediately joined the rest of our teammates.

The 5 of us were in the middle of the battle when I saw something out of the corner of my eye. It was quick, but it looked all too familiar. _It couldn't be… _I thought.

I left the battle without anyone noticing and followed what I thought I saw without thinking twice.

I ran through the cafeteria doors and turned left down the hallway. There were a million thoughts running through my head, but I ignored them all. I had to find out for sure.

The end of the hallway grew near. The person I was chasing came to a halt and slowly turned around… and that person _definitely _looked familiar- from her wavy light brown hair to her sparkling green eyes.

_"Lilith?!_" I exclaimed.

* * *

><p><strong>What do you think of the sequel so far? If you don't like it, it'll get better... hopefully. There's always room for improvement. Review please!<strong>


	2. Interrogation

**Thanks to everyone who reviewed! :)**

**Disclaimer: I do not own Ultimate Spider-man**

Chapter 2

_"We suffer primarily not from our vices or our weaknesses, but from our illusions. We are haunted, not by reality, but by those images we have put in their place."-Daniel J. Boorstin _

She looked a little startled. My heart ached. I was so confused. What was going on? How is—

My thoughts were interrupted by a loud crash coming from the cafeteria. I turned my head in the direction of the crash and instantly knew that I should be with my team. I turned back to face Lilith, but… she was gone.

_Was she even there? Or was my mind playing tricks on me because I miss her so much?_

I wanted to know for sure, but I didn't have time. I slowly backed away, looking once more at the place where I had seen 'Lilith', then hurried back to the cafeteria only to find the Rhino defeated.

"Ok, so what's your deal?" White Tiger asked him.

"He. Promised. More. Medicines." He managed to say. "What does _that_ mean?" Nova asked.

Before any of us could ask who _'he' _was, the SHIELD helicarrier arrived.

"Good work kids." Fury said approaching us. I had left the battle for a few moments, but thankfully, no one seemed to notice.

"As for the Rhino here," Fury continued, "we're going to turn him back to normal."

"Alright, so what now?" Power Man asked.

"Yeah, I mean, it's only lunch time. There's still half a day left of school." Tiger pointed out.

"Everyone else went home, so we probably should too!" Nova said pushing the suggestion of having the rest of the day off.

"Well there's obviously no way we're going to resume classes as usual until Monday…" Coulson said before thinking some things over.

"So you 5 will be spending the remainder of the afternoon doing some extra training." Fury said.

"What?! So we don't get the rest of the day off?" Spider-Man asked slightly outraged.

"No, you do. You'll just be spending the rest of it training." Fury said smugly.

Everyone groaned.

"Ugh! Now I have to make sure that this mess is taken care of." Coulson said already taking out his cellphone.

We all walked past a currently busy Coulson and boarded the helicarrier.

* * *

><p>"Heads up!" Spider-Man called as he flung a web at a drone that was towering over Power Man from behind.<p>

"Thanks Spidey," he responded before taking a metal rod and using it as a bo-staff against another oncoming drone.

"Kiyah!" I shouted using my iron fists to punch a drone in front of me and then turned to strike another from behind.

To my left, Nova was flying overhead and on my right, White Tiger was slashing her way through each drone.

I had to admit, the team was improving. It's been months and everyone seemed to be getting better in their own ways. Even now, with only 5 members, I think the team is pretty much just as strong as we were before. That's why Fury wanted us to train. We know just as well as him, how much Lilith's death had affected the team. Not just physically, but emotionally too. It may have taken some time, but we're almost back on track.

I never mentioned to the team that I saw Lilith earlier today. To be honest, I'm not even sure if it _was_ her. I saw her for only a mere second, but… I don't even know what to think. It happened so fast. But, it couldn't have been her. I was with her when she died. I was there! I'm so confused... Maybe I _should_ tell the team.

"Excellent job everyone," Coulson said walking in after drones stopped being sent in and we had destroyed the remaining ones.

"So, do we get to go home now?" Spider-Man asked anxiously.

"Soon." He responded. Spider-Man and Nova groaned.

"What else do you need us to do?" Power Man asked.

"We managed to turn the Rhino back into Alex O'hirn, but we need your help in finding out where he got more serums." He said.

"Wait, after we defeated him," Tiger said "he had said, 'He promised more medicines.'"

"So it's not where he got more serums—" I started.

"-It's who he got them from." Spider-Man finished.

"In the past, he got those serums from Doc Oc." Power Man pointed out.

"But we haven't seen him since…" Nova trailed off and we all looked down. I didn't bother saying much after that. He didn't have to finish his sentence; we all knew what he was going to say. The last time we saw Doc Oc was 6 months ago…

Coulson was the first to break the silence. "Spider-Man. Iron Fist. I want you 2 to talk to Alex. Find out who gave him those serums."

"Why do _we_ have to do it?" Spider-Man asked.

"Because," Coulson said "Alex is very stubborn and naïve. It would be easier and faster if you 2 spoke with him rather than our other SHILED agents."

"Yes sir." Spider-Man responded and I just nodded.

"Great, follow me." He said.

* * *

><p>We followed Coulson to another sector of the helicarrier. We walked down a hallway where other villains were in high tech cells under SHIELD supervision. Electro gave a low growl at the sight of us and Mesmero snickered a bit. Others just ignored our presence.<p>

"When you find out what you need to, report back to me and Fury in the command room immediately. The rest of your team will be waiting there." Coulson said.

Spider-Man and I nodded.

It didn't take long to reach Alex's temporary chamber.

"Now what?" he hissed when he saw us. He was no longer the Rhino and looked very annoyed to be here.

"Looks like someone's grumpy." Spider-Man teased. Alex shot him a dirty look.

"I'll leave you to it." Coulson said sternly to get Spider-Man to focus on our task before exiting the room.

"Can I leave now?" Alex asked annoyed.

"Not yet." I said.

"First, we need to ask you a few questions." Spider-Man said.

"What kind of questions?"

"For starters, where did you get more serums?" I asked.

"That's none of your business." He slumped.

"Do you want to leave or not?" Spider-Man asked with what seemed like an annoyed look being given from under his mask.

"Fine." Alex sighed caving, "I was walking home from school the other day when I heard someone call my name. _'Alexander O'hirn?'_ I heard someone call my name. I turned around and saw this girl standing behind a tree. She looked familiar, but I couldn't tell who she was because she was wearing sunglasses and a hoodie with the hood up, her hands were in her pocket. I asked her how she knew my name, but she didn't answer. Instead she pulled out a serum from her pocket and handed it to me, then said, _'Special delivery from Doctor Otto Octavius.'_ But after she handed it to me, I looked at it for a second and then she was... gone."

"Wait a minute," Spider-Man said, "so Doctor Octopus is behind this? Why?"

"Maybe he wanted to bring back The Sinister Six." I suggested.

"Don't think so." Alex said, "I was the only one he contacted."

"How do you know that you were the only one he contacted?" I asked and Alex just shrugged. "Didn't seem like he needed anyone else for the job."

"So what was the purpose of rampaging around the school?" I then asked.

"I didn't care. I was just told to do so and I'd be given more serums." He responded.

"Who promised?" Spider-Man asked.

"Doctor Octopus or the girl who handed you the serum?" I clarified.

"The girl promised in favour of Doctor Octavius." He said.

"Can you describe this girl?" Spider-Man asked.

"Not really. I couldn't see her face. But she _did _seem familiar. I just can't remember where I've seen her from. But she did seem to be about our age."

"So Doc Oc has a new assistant." I summed up.

"Or a henchman, uh, hench-_woman._" Spider-man said correcting himself.

"I answered your questions. Can I leave _now_?"

"Yeah, we're just going to have to talk to some people about this." Spider-Man told him.

"Argh! Just don't take too long! I still have a science project to finish." Alex complained as Spider-Man and I left the room. We just ignored his last comment as we headed towards the command room.

* * *

><p><strong>So whaddya think? Don't worry, the next chapter is where drama <strong>**_really _****starts :P Well, please review!**

**Btw, exams are coming up so updates might be a little slow for a little while, but, I shall try my best!**


	3. A visit from the past

**Well I finished my last exam today (phew!) so I decided to update! Hope you enjoy this chapter!**

**Disclaimer: I do not own Ultimate Spider-Man**

Chapter 3

"_Not knowing anything is the sweetest life." -Sophocles _

Spider-Man and I entered the command room. We usually came here for team meetings and to receive the necessary information for missions. We found the rest of the team sitting around the table with Fury and Coulson nearby awaiting our arrival.

"What were you able to find out?" Fury asked as soon as we walked in.

"So, it turns out," Spider-Man began, "Doc Oc is behind this and he's got a new assistant; a girl who seems to be about our age, but Alex couldn't identify her."

"She's the one who gave him the serum on behalf of Doctor Octopus. Alex was also promised more serums if he had completed his task." I added.

"So, could this girl be a villain we've already faced who chose to team up with Doc Oc?" White Tiger asked.

"Maybe." Fury said.

"Or could it be a new villain?" Power Man suggested.

"Doesn't matter," Coulson said, "if she's working with Doc Oc, then she's obviously considered a threat."

"Yes, and if she is a new villain, then we obviously don't know anything about her. If she has any powers, strengths, weaknesses; we're almost clueless. So, if what Alex says is true and you kids encounter her, you all must be very cautious." Fury warned.

"Yeah yeah yeah. New villain. Unknown to SHIELD. Be careful. Got it!" Nova said summing up what Fury had just told us. Obviously he was already getting bored.

"Were you able to find out anything else?" Fury asked us after giving Nova a look in which he shrugged in response as if saying, 'What?'

We then went on further explaining Alex's story in detail and no one asked questions until we finished speaking.

"So why did Alex want more serums anyway?" Tiger asked.

"He didn't say." I said.

"Probably to get even some kids from school, to help himself to become stronger, become more popular, I don't know. But does it really matter?" Spider-Man asked. "I mean, its Alex, Alex O'hirn. Whatever his reasons were, it was probably just to help himself."

Everyone had to agree with that statement.

I came to the conclusion that I wouldn't tell the team what happened back at the school. Hearing something like that would be hard to believe, so would they even believe me? Even if they would, I'm not completely convinced myself that it _was_ Lilith in whom I saw. It could've just been an illusion. What if Doc Oc is trying to use Lilith's death against us, trying to get an advantage? Or what if it's all in my head and Lilith was never even there? I miss her more than anyone would ever know, but… Ugh, so many _'what if'_ questions. I'm usually not this paranoid… it would really help if I was able to meditate right now.

"So what are we going to do about Doc Oc?" White Tiger asked the group snapping me out of my thoughts.

"SHIELD's going to keep a constant lookout for him." Coulson said "We need to find out what he's up to."

"Recruiting Alex to rampage around Midtown High couldn't have been just for fun. Especially since we know he has a new assistant to help carry out his plans." Fury said.

"We'll let you know if we find anything." Coulson added.

* * *

><p>Fury and Coulson had spoken for a few more minutes afterwards, but no one really seemed to be paying attention. Shortly after the matters discussed in the command room, we all decided to head back to Peter's. But of course, before we arrived, we had changed from our costumes into our casual wear.<p>

"So what do we do now?" Luke asked as we all gathered into the kitchen. Aunt May had gone grocery shopping, so we had the house to ourselves. "I mean, what are we supposed to do while we wait for SHIELD to track down Doc Oc?"

"C'mon dude. It's Friday, school's over, the weekend pretty much starts now. Time to kick back and relax!" Sam said as he made his way to the living room, probably sitting on the sofa, putting his feet up on the coffee table and grabbing the remote to flip through channels. Sam found it quite easy to make himself feel at home in just a short period of time.

"I think he's right." I said.

"Yeah, Luke. SHIELD will contact us once they find him. But until then… I can SO kick your butt at video games." Peter taunted before joining Sam in the living room.

"Oh, no way can you beat ME!" Luke said already in the living room and grabbing a controller from a smug Peter before starting the game.

"Winner verses me!" I called as I joined them.

"Hey, and what about _me?!_" Sam asked pretending to be hurt.

Ava rolled her eyes at us, but watched us play nevertheless.

* * *

><p>"Ha! I told you I would win!" Luke said cheering himself on as he had just won the game.<p>

"You only won cause you cheated!" Peter accused.

"Dude, you lost during the first round!"

"Yeah, cause you cheated!"

Ava, once again, rolled her eyes. Sam was sitting in the corner still mumbling and sulking over his earlier defeat. I had almost won, but lost during the final round. I was currently meditating on the couch, also what I did in between rounds.

"Danny, wasn't Luke cheating?" Peter looked at me for support.

"Sorry dude, I don't think he was." I responded opening my eyes.

"Peter, stop being so stubborn, you obviously lost. It's just a video game. Get over it." Ava said annoyed and Peter pouted.

Our transmitters started beeping.

"We found Doc Oc," Fury said as we answered our transmitters, "Report to helicarrier for mission assignment."

* * *

><p>The team and I had swiftly changed into our costumes and headed back to the helicarrier command room. Doc Oc was soon located in an abandoned warehouse at the docks and that's where we currently were; standing outside the warehouse.<p>

"So this is Doc Oc's new hideout?" Nova asked as Power Man and I pushed open the doors. "Kind of a downgrade if you ask me."

"Yeah, what ever happened to the high tech lab?" White Tiger asked as we all stepped inside to take a look around.

Nothing seemed out of the ordinary. High walls surrounded the area with a small window that was placed on the upper side of the left wall, letting in what was left of the setting sun. Cobwebs hung from the ceiling as several box crates littered the floor. A thin layer of dust over the crates and walls indicated that this warehouse really was abandoned and hadn't been used in a while. Other than the small window letting in a small amount of light, the warehouse was dimly lit, which made it hard to see; so Nova and I had to use our powers as a flashlight.

"Did we get the wrong address or something?" Power Man asked.

"No. This is exactly where Fury told us to go." Tiger said, but she was also growing confused.

Spider-Man shuddered, "This place gives me the creeps. Can we go and just tell Fury that we didn't find anything?"

"We just got here," I pointed out, "We should at least look around a bit."

He hunched over and started to turn to search in the opposite direction when something in the shadows seemed to catch both of our attention and cause us to stiffen.

"Uh, did anyone else see that?" he asked allowing a little bit of fear into his voice.

"What was that?" I asked.

"What was what." Tiger asked coming up to us from behind.

"Yeah, I didn't see anything." Nova said.

"Me neither." Power Man said, him and Nova joining us.

We saw it again. It was a dark shadowy figure lurking in the shadows, it was too dark to figure out who or what it was, but the figure was too small to be Doc Oc. This time, we all noticed the figure and turned around in the direction in which we saw it.

"Okay, so now I see it." Nova said. The figure had quickly moved behind a crate.

"Nova! Iron Fist! Shine some light!" Spider-Man ordered. We used our powers to illuminate the area of where the figure was seen standing, allowing it… or _her_, to come into view.

The figure was a girl who looked to be just 3 inches shorter than me. Her costume resembled a female ninja, but we couldn't see her face as she was wearing a mask.

"So I'm just going to go out on a limb here and say, you must be Doc Oc's new assistant." Spider-Man said to the girl.

The girl smirked from under her mask and then attacked.

She was fast; throwing several punches and kicks keeping all of us on our toes, not knowing where she'll strike next. She knew she couldn't take all 5 of us and used the shadows to her advantage, striking at any given moment.

"1 against 5 and she might win?!" Power Man asked outraged, "So not gonna happen."

The girl was about to attack Nova from behind, but Power Man had his back and struck her to the ground before she could cause any damage. He was about to strike again, but she was quick to move out of the way and get back on her feet, allowing Power Man to miss and strike the ground instead.

Spider-Man flung a few webs at her, but she easily dodged them by swiftly jumping on a crate and using it as a boost to land a direct hit on Spider-Man.

"Oof." Spider-Man fell to the ground. You wouldn't have time to blink as White Tiger had come up from behind also attempting to strike the girl down. The girl easily dodged Tiger's first few attacks, but her foot nearly slipped and White Tiger was able to land a direct hit, but Tiger was soon kicked down as the mystery girl got to her feet.

I took the opportunity to throw my iron fist as she had her back towards me, but she easily side stepped out of the way. Unfortunately for her, I had my other fist ready and was able to land a hit. She staggered back. I caught a sight of Nova out of the corner of my eye and charged after the girl attempting to distract her. My plan was working because as all of her focus came out of avoiding my attacks, she was completely oblivious to Nova striking from the air. But she wasn't down yet. Just as Nova had blasted her, I attacked once more, this time landing a hit and knocking her once again to the ground.

She landed in the only light of the warehouse provided by the small window above. I hadn't realized it before, but at some point after getting struck by Nova, her mask came off. I couldn't see her face because her head was down, face covered by her hair. Spider-Man came up on one side of me, while Nova landed on the other.

"Ok, so who are you?" Spider-Man demanded already beginning to surround her.

The girl looked up and smirked.

_Lilith?!_

"Not who you were expecting, huh?"

* * *

><p><strong>Cliffhanger! Let me know what you thought of this chapter in your reviews :)<strong>

**Btw, I do own my OC Lilith ;)**


	4. Things Change

**Well I think this is where things begin to get interesting.**

**Just wanna give a shoutout to Day. Your reviews mean a lot to me and really encourages me to finish this story. Thank you :)**

**Disclaimer: I own nothing... except for my OC Lilith**

Chapter 4

_"All that we see or seem is but a dream within a dream."-Edgar Allan Poe_

The tension in the room was rising rapidly. It seemed like everyone in the room wanted to say something, but was at a loss for words. There was no doubt in all of our minds that this was the real Lilith. Our Lilith. _My _Lilith.

Though she looked a little different. Other than her ninja outfit, her wavy light brown hair was pulled back into a high ponytail, bangs swept to the left. I also noticed a single green highlight that matched her eyes.

I was the first one to find my voice again.

"L-Lilith?" My voice shook.

"Surprised to see me?" she asked the group nonchalantly.

"Ho-how can this be?" White Tiger asked utterly shocked.

"…Are you even _Lilith_?" Nova asked.

She sighed a bit annoyed. "Who else do you know looks exactly like me, Nova?"

Something was off.

"This isn't possible." Power Man said obviously not believing what was happening.

She had a different kind of look in her eye.

"But-but you… _died_." Spider-Man said.

"Then why am I here?" She smirked. "Enough talk."

Before I could speak, she attacked. But instead of using her skills, she used her powers this time. Energy blasts shot out at all of us and we did our best to dodge each attack.

"Lilith, what are you-?" I started.

"And I don't go by _Lilith_ anymore; just continue to call me, _Jade_." An energy blast was aimed in my direction, but I managed to dodge it in time.

"Lilith! What's going on?" Spider-Man said, "We don't want to hurt you!"

"Like I said, I'm no longer known as _Lilith_!" She aimed her next attack at Spider-Man who was barely able to dodge it in time.

"Wait…" Power Man said, a thought suddenly seemed to occur to him, "_you're_ not Doc Oc's new assistant, are you?" he asked as if dreading the answer.

Lilith didn't answer, she just smiled. But not her warm beautiful smiles that I had easily grown to love every time she gave them, no, this smile was cold, evil and overall, diabolical. This was _not_ the Lilith we knew 6 months ago.

"Why are you here?" Spider-Man asked.

"You can't keep secrets forever."

_What is she talking abo-?_

At that moment she threw her energy blasts around us, creating a dusty field and blocking our see of view for a few moments.

When the dust cleared, Lilith was gone.

888

No one had thrown a single hit after discovering Lilith. None of us had _wanted_ to fight; too shocked and confused as to what was happening. Not to mention we didn't want to hurt a friend in whom we thought was dead! None of this seemed to make any sense at the moment.

After our 'encounter', we hurried back to the helicarrier to tell Fury what had happened. We needed answers. _Now._

We each entered the Ops and took off our masks.

"I assume your mission was —"

"Fury, Doc Oc wasn't the one at the warehouse. It was… Lilith…" Ava explained urgently, not allowing Fury to finish his sentence.

"What?" he seemed shocked and the rest of us explained further.

He just stood there, wide eyed, for a moment. Then, a look of disbelief appeared on his face. "Are you kids sure it was really—"

"Yes." I answered his question before he could finish. "There's no doubt that was Lilith. But she doesn't seem like…her."

"What do you mean?" he asked.

Peter told him everything we learned about Lilith today. After Peter finished talking, Fury pondered a thought with all seriousness on his face.

After a moment, he spoke. "It is possible that Lilith could… be working for Doc Oc." He finished slowly.

"No!" I said before anyone even had time to think about what he had just said, "Lilith was a hero, but not just a hero, she was our friend and she would never switch sides!"

Peter looked like he was about to comment but Sam beat him to it. "Ok, before we jump to conclusions, can we first figure out how she's even _alive?!_ I mean, we all know what happened 6 months ago! So how is she even…?" he trailed off.

"I can't believe I'm saying this," Peter started, "but Sam's right." Sam looked smug. "We need to figure out what exactly happened 6 months ago, because none of this is making sense right now."

"Would SHIELD know anything about this?" Ava asked.

"No, this is in fact news. So we don't know any more than you kids." Fury responded. "But SHIELD will start working on this right away."

"So where do you suggest we start looking for answers?" Luke asked next.

"Oh no, I don't think you kids should be put on this mission. Because you 6 were once so close, it could only jeopardize this new mission when, or if, one of you makes an irrational decision."

_'You __**6**__'… It seems like forever since I last heard Fury say that._

"With all due respect sir," I began, "Lilith's our friend, our teammate. We can't just let this go. It was us who encountered her and discovered her sudden return. We know her better than anyone. Therefore, I believe that we each have a right to be put on this mission."

My friends looked ready to support my statement, but Fury held up a hand to stop anyone from opening their mouths to speak as he began to ponder yet another thought.

It only took about a minute before he sighed. "Fine. I'll put you kids on the mission." We all gave a small look of gratitude. "But on one condition;" Our looks of gratitude faded as we braced ourselves for what was next to be said. "_If _Lilith is working for Doc Oc, chances are she's no longer on our side… and you must consider her a threat." Time seemed to have slowed down as his words began to sink in. "Understood?"

At first, no one said or did anything, just broke eye contact with him. "I can't let any of you on this mission until I know that you understand this concept." Fury said sternly.

It took another moment before everyone, except me, returned eye contact and slowly nodded their heads. Only after, when Fury looked directly at me, did I slowly begin to nod my head as well, still not making eye contact.

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><p><strong>Aaaaand what did you think? Review to give me ideas on how to improve this story!<strong>


	5. The battle

**Sorry for the late update! School's been really stressing me out recently and because of that, I haven't had too much time to work on fanfiction. Oh how I hate high school.**

**Well on another note, please enjoy this chapter!**

**Disclaimer: I do not own Ultimate Spider-Man, just my OC Lilith Walker**

Chapter 5

_"No matter how hard we try to stop it, evil will always exist in the world." -Anon_

"DANNY!"

I opened my eyes from my suddenly interrupted meditation. I could sense urgency in the voice that called my name, so I stood up and hurried out of Peter's room and into the living room to find Sam, Luke and Ava already there.

Ava was sitting on the couch, Sam stood beside the couch and Luke was crouched by the DVD rack. Peter was nowhere in sight.

"What's going on?!" I asked immediately upon entering the room.

"Well, we were all going to watch a movie, but you're not in your seat." Sam said and I gave him a rather annoyed look, but nonetheless sat down on the floor from the opposite side of the couch from Ava.

"How about this one?" Luke asked tossing a DVD in Sam's direction.

He caught it and skimmed the title. "Ooh, yes, let's watch this one!"

"Told you I could pick a good movie." Luke said before sitting next to me on the floor.

Sam popped the DVD into the player and was about to start the movie when I asked where Peter was.

"Oh right." Sam cleared his throat, "PET—!" Sam didn't get to finish calling Peter's name before Ava was up out of her seat and covering Sam's mouth to stop him from shouting again.

"Shut. Up." She said through gritted teeth before reclaiming her spot on the couch.

"Well someone seems grumpy." He mumbled. Unfortunately for Sam, Ava heard that and was about to punch him in the arm when Peter walked into the room carrying 2 large bowls of popcorn, a bag of chips and several candies.

"Yay gimmie!" Sam said excitedly grabbing a bowl of popcorn and a box of candy from him, practically drooling over it.

"Aunt May just called. Her bowling tournament is running a little longer than she expected so she'll be home later than usual." Peter said.

"Aunt May bowls?" Sam asked almost inaudibly as he had completely stuffed his mouth with popcorn.

Peter held back a laugh at the sight of this, "Yeah, every Thursday she goes bowling."

"Oh yeah…"

Peter tossed me a box of candy. "Thanks" I said as I caught it to which Peter nodded. Then, Luke hungrily snatched the other large popcorn bowl from him.

"You guys are like wild animals." He mumbled as he sat next to Ava on the couch. I couldn't help but snicker at that comment.

Ava then opened the bag of chips which made a bit of noise. "Shh!" Sam shouted just above a whisper, "It's starting!"

"Sorry." Ava mumbled unapologetically.

* * *

><p><em>Beep! Beep! Beep!<em>

The movie was almost at its ending scene when our transmitters went off.

Peter paused the movie. "Really? Now?! But this is the best part!" Sam complained, but everyone ignored him.

"What is it Fu—" I began as we all answered our transmitters, but Fury cut me off.

_"We found her."_ He said. Silence was quick to fill the room. _"I'll send you the coordinates. Get there fast."_

"Yes sir." We all managed to say.

_"Fury out."_

Another _'beep'_ came from our transmitters seconds later, indicating that we had just received the location.

"Well, you heard him." Peter said "Let's suit up."

* * *

><p>The location given was a mile east of the city and about 50 feet below the Earth's surface. Obeying Fury's orders we arrived as quickly as possible. Getting underground and wandering through dark tunnels, lit up by Nova and myself, trying to find the exact location.<p>

In 10 minutes flat we discovered a large cavern. The room was large and looked untouched. It seemed to be illuminated by a light source coming from several turquoise crystals which visibly scattered the walls and ceiling of the cavern. The illuminated crystals made the cavern look to be almost sparkling.

"Whoa" Tiger said.

Our minds were distracted by the scene, which made it easier for someone to sneak up on us and throw energy blasts that were aimed directly at us. But if it wasn't for Spider-Man's spider sense, we wouldn't have been able to dodge the attacks in time.

We turned to face our attacker.

"What took you guys so long?" Lilith asked mockingly. "I was starting to get bored."

Her hair was still in a high ponytail and the single green highlight was still intact from the last time we saw her, but instead of the ninja outfit, Lilith wore her old 'Jade' costume.

"Lilith, listen, we—" Spider-Man began.

"Well well well. So we meet again, Spider-Man. Or should I say, _Peter Parker_." Everyone had shockingly horrified looks on their faces. We recognized the voice and turned our heads to the right to face the person who spoke. A figure emerged from the shadows.

_Doc Oc_

Spider-Man opened his mouth to speak, but Doc Oc beat him to it.

"Oh my new assistant here," he began, gesturing to Lilith, "told me everything I needed to know." He smiled evilly. "Peter Parker, Ava Ayala, Sam Alexander, Luke Cage and Daniel Rand."

He looked at each of us as he said our names. But when he looked at me, he cracked a small, but still visible, dark smile.

First he takes away the girl I loved, who was also a valuable member to the team and now he knows our secret identities. Doc Oc already had the upper hand, but now he has the knowledge to take us down in more ways than one.

"So you really are working for Doc Oc?" Nova asked not wanting to believe the already obvious answer.

"So what if I am?" She saw our horrified expressions and continued, "Switched sides. Got tired of being a goody goody like the rest of you. It's way more fun to be a villain."

"But you're not evil," I said. "You're not a villain, you're not like him. You're Lilith Walker. You're a hero. You always have been."

She smirked. "The Lilith you once knew is gone."

"Enough talk, Jade," Doc Oc said disenabling me to speak, "Attack them!"

She obeyed almost immediately, doing a few flips in the air before throwing energy blasts.

Like before, we managed to dodge, but unlike any other villain, we didn't want to hurt her… but we still had to defend ourselves.

"Lilith, we don't want to fight you!" Tiger tried to reason with her.

"Good. That makes my job that much easier." She said doing a quick flip so she was directly behind White Tiger and quickly throwing a roundhouse kick. ut White Tiger was faster than that and blocked the attack.

"I'm sorry Lilith." Tiger said before Lilith was abruptly struck to the ground, but the power Tiger used to deliver that strike was cut in half from what it should've been if she hadn't held back. Lilith recovered quickly and did a flip in the air so she was, again, suddenly standing behind Tiger. Lilith shoved her, causing Tiger to stagger forward. She was about to attack once again when Nova intervened.

Nova flew around Lilith in fast circles attempting to make her dizzy before he drew an attack of his own. He was fast, making himself look like only a blur. Just as his plan was beginning to work, with of a shake of her head, Lilith snapped out of it and being as smart as she was, was able to land a direct hit. Nova was quick on his feet and almost immediately after, released a pulse of energy—again, with half of the amount of power he normally used. Not expecting his fast recovery, Lilith was pushed back into the wall. Also making an unexpected fast recovery, an energy blast was thrown at Nova's feet causing him to fall flat on his face.

Spider-Man was next. When Lilith's back was towards him, he attempted to use his webs like rope, tying her up. The plan quickly failed when her energy blasts so easily cut through them.

Lilith stared at Spider-Man's surprised expression and smiled. "The serum enhanced my powers, allowing me to cut through your webs so easily, _Peter._"

While Spider-Man had Lilith's attention, I tried to go after Doc Oc, but Lilith's quick reflexes prevented that by ditching her battle with Spider-Man allowing an energy blast to block my path, her landing in almost the same spot shortly afterwards. She used her skills, delivering a powerful kick to my face; I blocked it with a rising block just in time, but almost didn't see her fist, ready to strike.

"Lilith, stop, we're you're friends!" I tried.

"Friends? Please, that's all in the past! And it's not right to dwell on the past, now is it, _Danny_?"

She struck me and I staggered back a little, looking up to see that Power Man had just intercepted the battle. He was the one Lilith was now attacking.

As Nova tried to help Power Man, Lilith's attention wasn't being given to me anymore, so I again tried to go after Doc Oc, who was watching the battle from his place in the shadows and didn't see me in time to prevent an iron fist hitting him right in the solar plexus.

"What did you do to her?!" I demanded an answer.

"Simple." Doc Oc smirked. "I turned her evil. I turned her into something she never would've become on her own."

"That isn't the Lilith we used to know out there, is it? The serum you injected in her, it's changing the way she thinks and acts, who she is!" I said as anger rose in my voice.

A smirk appeared on his face and something abruptly clicked in my head, "Back at the high school, you _wanted_ me to see Lilith. You _wanted _us to know that she was still alive. Didn't you?"

"Now why would I want that?" Doc Oc asked nonchalantly. The next thing I knew, 2 of his 4 mechanical arms came down and made direct contact with me. Striking me to where my teammates were.

I got up with a headache, as one of his mechanical arms had struck me hard on the head. I looked to my left to see Power Man getting back on his feet and clutching his side. Obviously he had been knocked down by Lilith.

I looked to my right just in time to see Spider-Man getting openly hit with an energy blast that he could've so easily dodged.

White Tiger rushed to his side seeing that a lot of power had been put into that final blast.

If I looked a little further to my right, I would see Nova, leaning against a crystal for support as he slowly got up from the ground.

As I stood up my head began to throb, but I fought through the pain and began making my way towards Lilith.

She saw me and was about to knock my feet from under me when Doc Oc intervened. "You can finish them off another time, Jade. But for now, it's time leave."

"Pity." She said standing at his side.

He pulled out a remote with several buttons on it and pressed a blinking red one. Lilith and Doc Oc disappeared and just as they did, the entire cavern began to shake and cave in.

"We need to get out of here!" Spider-Man instructed as White Tiger helped him to his feet. "Now!" he said as the cavern already started to cave.

White Tiger helped Spider-Man while Power Man and I managed to help Nova escape the cavern before it completely collapsed.

We barely made it out safely and just as we did, the SHIELD tricarrier was landing several feet from where we were standing.

* * *

><p><strong>Ooh, things just got intense. I promise the next chapter won't take as long as this one did. Please review!<strong>


	6. Explanation

**Hey guys! So I guess this is the chapter where most things get explained (hence the name of the chapter). So please enjoy!**

**Disclaimer: I own my OC Lilith but nothing else, I swear**

Chapter 6

_"You must be the change you wish to see in the world." –Mahatma Gandhi _

_"You're leaving?! Bu-but why?"_

_"My mom just got a job transfer." She said sadly looking down at the ground._

_"So… I'm guessing this is permanent? You're not coming back?" I asked, allowing sadness to quickly fill my voice._

_She nodded._

_I tried to speak, but choked on my words. Instead we simultaneously walked over to the swings and slowly started swinging back and forth._

_We just sat there for a few moments, swinging in silence, not knowing what to say. "Why does this have to happen?!" She suddenly blurted. She halted her swing and as she spoke I followed suit. "I mean, what about school? What about you and all of my other friends? I can't just leave!"_

_"Lilith—"_

_"Tonight, Danny! I'm leaving tonight! Why didn't my mom tell me sooner? I won't have any time to say goodbye to any of my other friends. And-and you're my best friend… I can't just leave. What if I never see you again?" Tears began to fill her eyes._

_"I'm sure your mom has her reasons. And don't worry, cause we'll meet again."_

_"How can you be so sure?"_

_"Because we're friends. And if we really are friends, then one day we'll get to see each other again." I smiled a sad smile._

_"Maybe goodbye won't be the end." Lilith said trying to reassure both me and herself. She smiled back._

* * *

><p>Lilith and I were both 10 years old when she had to move away. That day, we had to say goodbye, and even though we were just kids, I still felt a small pain in my chest. I didn't just have a schoolboy crush on her, she was my best friend. I couldn't believe that she was leaving.<p>

When we both joined SHIELD, I could hardly believe it. We _did _reunite and we became closer than ever-Although, I always did have faith that we would. Seeing Lilith again after so many years became one of the happiest and most memorable days of my life. I wish I could go back to those happier days, when we were dating and she was fighting alongside us rather than against us… instead of knowing what was yet to come.

Fury led us inside the tricarrier and only seconds later did it take off to the sky. The team and I got our minor injuries looked at and taken care of.

Peter was suddenly aware that Doc Oc knew who we were, who _he _was. Meaning that he probably knows about, and might try to harm, Aunt May. We got back to Peter's to check on Aunt May almost immediately upon realizing this.

"Aunt May, is everything alright?!" Peter quickly asked as the 5 of us rushed in the doors.

"What are you talking about Peter? I'm fine!" Aunt May smiled before pausing for a moment, "You 5 look like you just saw a ghost."

We all exchanged glances.

"We didn't see a ghost, Aunt May; we just… thought we saw an old friend tonight." Peter replied sadly and we all shared the same saddened expressions on our faces.

"Is that what you guys were doing tonight? When I got home the TV was still on."

"Sorry about that." Sam said, "Guess I forgot to turn it off before we left."

"So, uh, how was bowling night?" Peter asked.

"Wonderful! We won!" Aunt May cried happily.

"Congrats!" Ava said giving a small smile.

The 5 of us finished watching the movie after a tired Aunt May retired to bed about a half hour after we got back. But none of us were able to enjoy it. I don't even think any of us were even paying much attention to the movie; too caught up in thinking about the events of tonight's battle.

Hours later when everyone in the house was fast asleep, a sudden 'beeping' awakened me and I immediately sat up. Like the last time the team and I had to stay at Peter's, I slept on Peter's floor. His transmitter had gone off too because a second 'beeping' could be heard in the room and he slowly sat up as well. We both rubbed our tired eyes and answered our transmitters.

_"Report to helicarrier command room." _We heard Fury say through the transmitter.

"But I don't think we should leave Aunt May. I mean, Doc Oc knows—"

_"Way ahead of you, Parker. We've doubled the house's security and are keeping a constant eye on your Aunt. She'll be safe."_

Peter nodded, "We're on our way."

* * *

><p>The team and I arrived at the helicarrier command room, awaiting Fury's presence. A tense silence filled the air. We never got to explain to Fury everything that happened during the battle, we had just hurried over to Peter's to make sure Aunt May was okay and that was it. If Fury wanted to talk to us about the battle, why did he wait several hours later to do so?<p>

Heck, the team didn't even discuss it ourselves. None of us _wanted_ to begin a conversation about it… but White Tiger finally chose to begin that conversation at this very moment.

"What are we going to do now?"

"You've got me there." Spider-Man said slumping in his chair.

"Well we have to do something! I mean, this is Lilith we're talking about here." She said.

"Are you sure?" Power Man asked, "Cause the Lilith I knew wouldn't be evil and working for Doc Oc."

"Guys," Spider-Man warned.

"So you don't think we should do anything?!" Tiger asked, her voice beginning to rise. Spider-Man put a hand on her shoulder and it seemed to keep her calm.

"Dude," Nova commented.

"I'm not saying that at all. I'm saying what _can _we do? We don't even fully understand how all this happened, so what do you expect usto do to solve this problem?!"

"Whatever it takes." I intervened "Lilith would've done the same for any of us. Why shouldn't we do the same for her?"

The looks on everyone's face told me that they knew I was right.

"I agree with Iron Fist." Spider-Man spoke and White Tiger had a satisfied look knowing that we were going to do something.

"So where do we start?" Power Man asked.

As if on cue, Nick Fury walked in the room.

"I didn't get to talk much to you guys earlier, but I'm glad to see that you're all okay. Considering that the tunnels caved in, things must have gotten a little chaotic down there."

"Yeah, _'a little'_." Spider-Man huffed sarcastically. Fury ignored him.

"Well, you were right Fury." Nova said "Lilith _is _evil and she _is _working for Doc Oc."

"And did you all do what you promised? Did you consider her a threat?"

We all nodded after a moment's hesitation, avoiding eye contact.

"Look kids, the only reason why I wanted you to consider her a threat was because we don't know how dangerous she is yet. She knows each of you so well. It's only a matter of time before she uses that to her advantage."

As much as I hated to admit it… I knew Fury was right. Lilith's not Lilith anymore and she knows each of us more than anyone else outside our team; our strengths, our weaknesses, our flaws. But I'm _not _giving up on her. Never. There must be a way to figure everything out and get the old Lilith back.

"Would there be any way to bring her back to her normal self?" I asked.

Fury seemed to hesitate for a moment. "There's something I need to tell you kids." He said.

Fury walked towards the exit and motioned for us to follow him. We turned right after exiting the room, and then walked down the corridor to the elevators. We passed a few other SHIELD agents on our way there. None paid too much attention to us, just nodded their heads in respect to Fury and continued on with whatever work they had to do.

Once we reached the elevators, we went down a couple floors only to find ourselves in the SHIELD experimental lab.

"What are we doing here, Fury?" Tiger asked.

"Just follow me."

"Isn't that what we're already doing?" Nova mumbled to Spider-Man.

"I heard that." Fury said without turning around to face him. Nova immediately straightened up and kept his lips tightly together to prevent himself from saying anything else.

We soon reached a regular sized lab bench. There were a few different coloured chemicals and beakers littering the bench, but other than that it was kept in a pretty neat condition. Without speaking, Fury pushed a small red button on the side of the bench. A small circular section of the surface of the bench was removed, like a little secret door, and a sealed test tube filled with a light blue liquid emerged.

Fury picked it up. "What is that?" I asked.

"This…" he replied, "Was the antidote that would've cured Lilith months ago. It was completed… a week after her supposed death."

Shocked glances filled the room.

"S-so, if her symptoms didn't start early and if she really did have 3 weeks left to live—"

"—Then we could've saved her." Spider-Man finished for Tiger.

"Why didn't we know about this sooner?" I asked.

"We thought it'd be best if you kids didn't know so you wouldn't fill your heads with 'what if' questions or begin to blame yourselves." I guess he did have a point.

"So why are you telling us about it now?" Power Man asked.

As if out of nowhere, Dr. Curtis Conners walked in. "Because we believe that by making a few alterations, it can bring Lilith back to her old self. It was designed for the same serum injected in her, but when we were completing it, she wasn't yet fully evil, which is the reason why we only need to make a few adjustments."

"Okay," Nova began, "But why did you call us in _hours_ after the battle to explain all this?"

"Wait a minute… and how do we know for sure that it was the serum that turned her evil?" Power Man added.

"Because we did a DNA test on Lilith and got the analysis results only minutes before we contacted you guys. It took a few hours to get the full results." Fury said answering their questions.

"Wait, how were you able to do a DNA analysis test?" asked Tiger.

"Remember towards the end of the battle when I could've easily dodged that energy blast, but didn't?" Spider-Man asked us in which we all nodded, "Well I took that hit in order to retrieve a DNA sample for SHIELD."

"And we weren't told of this because…?" White Tiger asked.

"Didn't have time to. Dr. Conners called and asked me to do so in the midst of battle."

That made sense. We were all too wrapped up in the battle to even notice Spider-Man taking a transmission call.

"Alright, so what else were you able to figure out from the results?" Power Man asked to which Fury allowed Conners to explain.

"Well to sum everything up; as you could probably tell, the serum altered Lilith's mind, changing the way she thinks and acts. The reason why we thought Lilith was dead was because her evil personality had overtaken her for small moments before her supposed passing in which she used to 'mess', as you kids would say, with SHIELD technology into making us _think_ she was dead. None of us were aware and I highly doubt that Lilith was either."

"So sh-she never even d-died?" I managed to ask.

"Well according to the analysis report, her heart _did_ stop beating for 3 minutes…"

We all took a moment to take everything in. We finally understood what we didn't before. It may have taken some time, but we now know… Although there is one thing that no one but me knows that seemed to have slipped my mind.

"Guys," I began, "When the Rhino attacked the school, I left the battle for a short while because I thought I saw someone. It was Lilith, but she disappeared before I could really say anything to her. I'm sorry I didn't say anything about it sooner. At the time I wasn't sure if it was her and I also wasn't sure if you guys would believe me or not. And I guess with all the chaos that's going on right now… it just slipped my mind."

I expected everyone to be angry or even disappointed at me, but when I look up to face them… they weren't.

"To be honest, I probably would've done the same thing." Spider-Man said. The others agreed as well and I felt relieved that my friends weren't taking this the wrong way. "But why was Lilith at the school?" Spider-Man continued.

"I had a little chat with Doc Oc during the battle earlier. Turns out, he wanted us to know that Lilith was alive." I said.

"But why did he choose now?"

"Guess we're gonna have to find out." Power Man said.

"Dr. Conners, when will the new antidote be ready?" White Tiger asked.

"Approximately 16 hours."

"16 hours?!" Nova asked shocked, "but I thought you were only going to make a _few _adjustments."

"Yes, but those few adjustments are going to take some time. I'll start right away." Conners replied.

"By then we should have tracked down Lilith and Doc Oc again." Fury said, "So until then, I suggest you kids get some rest."

* * *

><p><strong>So what'd you guys think? Btw, does anyone know when season 3 of Ultimate Spider-Man is airing in the US? Cause I have no idea!<strong>

**Anyways, review!**


	7. The inevitable part 1

**Ok, so I finished this chapter a few days ago, but fanfiction wouldn't let me upload it. I even put this chapter on a USB so I could upload it from a different computer, but I still couldn't upload it. Ugh! I'm still having a bit of trouble so I hope things don't get too messed up…**

**Thanks for the reviews guys! Guess we'll just have to wait for a season 3 release date *sigh***

**Disclaimer: I own Lilith, but nothing else**

Chapter 7

"_Life is a difficult journey"_

"What's that noise?" Aunt May asked. The gang and I were having our weekly video game tournament; and I was winning. We were awaiting news from Dr. Conners on the antidote that was yet to be completed after the modifications needed were made. Aunt May was in the kitchen trying out a new recipe when our transmitters had unexpectedly gone off.

Luke and I almost immediately dropped our controllers.

"Uh…that must be Harry!" Peter said quickly.

Aunt May gave him a skeptical look. "But I hear that noise coming from 5 different sources."

"He's calling our cellphones!" Sam said.

"Harry must be… trying to do a 6 way call?" Ava tried to help.

"6 way call? Don't think I've ever heard of _that _before."

"It's new, Harry's just testing it out." I pitched in.

"Well we better not keep him waiting for us to answer any longer." Peter said quickly ushering us outside.

"Teenagers." We heard Aunt May mumble as she returned to the kitchen and Peter shoved us all outside to the side of the house away from windows and where anyone could possibly see us. He turned on the hose to create some noise and to hopefully block our conversation from any unwanted ears. We finally answered our transmitters.

"_What took you kids so long to answer?"_ We heard Fury say immediately upon answering.

"Sorry, we—"

"_We've tracked Doc Oc and Lilith. They plan on blowing up the nuclear power plant located 20 miles west of the city. Workers have been evacuated, but we still need you guys to stop this from happening before we lose half of the city!"_

"We're on our way, Fury." Peter said.

"_We'll arrive with the helicarrier as soon as we can to provide assistance, but until then, you 5 must do whatever you can to prevent this from happening. Fury out."_

888

The 5 of us wasted no time suiting up and getting to the power plant as fast as we could. Throughout this whole experience, everything we've seen, I still can't believe. I know that's not Lilith. I know that she's not thinking or acting like herself. But seeing her standing beside Doc Oc, seeing her work for him and just seeing her evil; breaks my heart into pieces. But I'm _going_ to bring her back no matter how high the cost. I'll make sure of it.

We were now feet from entering the grounds of the power plant. We cautiously approached knowing that an attack could happen at any moment… and we were right. As if out of nowhere, 2 mechanical arms and several green energy blasts were shot right at us. But unfortunately for our attackers, our guards were up. Their attacks were dodged followed by our quick counter attacks.

We turned to face our attackers.

"Let me guess. You 5 are going are going to try to stop my plan of blowing up the nuclear power plant." Doc Oc hissed.

"Oh gee, I wonder how you knew." Spider-Man said sarcastically.

"Enough talk. I'd rather fight." Lilith said getting into a fighting position.

"Patience, Jade." Doc Oc pulled out a remote, kind of like the one we last saw him with, and pressed a green button on the front.

Within seconds we were surrounded by what looked to be the same drones that attacked us back when Lilith first got injected with the serum 6 months ago. The drones blocked my path from Lilith and Doc Oc. They began attacking immediately—and I'm guessing over time Doc Oc was able to improve his 'toys'.

One tried to slice my head off, but I ducked, causing the drone to barely miss. I punched with my iron fist, but to my surprise it blocked my attack. Unfortunately for him, my other fist was ready and struck him to the ground. Another came up behind me, but I sensed it, doing a back flip to avoid its sudden attack and landed right behind it where I kicked its back causing it to fly forward and land on top the other. Sensing a presence behind me I swiftly turned around to find myself kicking, yet another drone, in the solar plexus, but not before another could take its place. I did a roundhouse kick followed by a punch before using that now defeated drone as a leverage to launch myself in the air to land directly behind a fifth mindless drone. Before that drone could react, my iron fist tore a hole right through it. Just as quickly as it fell, I could feel myself being electrocuted from behind and falling to the ground.

I was conscious, but weak. I still managed to see, through my blurry vision, my other teammates.

Power Man seemed to have his surrounding drones on the run. Using his strength and power he took one out in a matter of seconds and used the defeated drone as a weapon against the other surrounding ones. It did in fact look like he was winning until his 'weapon' was simultaneously knocked out of his hands and a forceful punch was delivered right in his face. He flew back and was caught and electrocuted by one of the standby drones. It was clear that a lot more power was used to electrocute Power Man than me due to his impenetrable skin.

Power Man…

White Tiger forcefully slashed her way through each drone standing in her way. One came up behind with a metal pipe and was about to hit her on her head. But White Tiger easily dodged it, allowing the metal pipe to make contact with a different drone. Judging by the defeated drones at her feet, Tiger looked undefeated. That is, until one managed to kick her legs out from under her causing Tiger to fall to the ground then be electrocuted shortly afterwards.

White Tiger…

Nova used his speed in the air. Zooming past the drones then unexpectedly striking them to the ground. "Hey! Your mother was a toaster!" he shouted to try and get the attention of a single drone. The drone he called out to turned around only to see a pulse of light blue energy bringing it to its end. At that moment, Nova made the mistake of letting his guard down to laugh at his earlier joke. Due to his mistake, a pipe managed to make contact with his head. Luckily for his helmet, it didn't crush his skull, but still knocked him unconscious.

Nova…

Spider-Man also seemed to be doing well at first. He did a bunch of swift old school gymnastics to confuse the drones and dodge their attacks. Because of this they had no idea what happened when Spider-Man used his webs to fling objects into their faces. He jumped to do a somersault in the air and extended his leg and strengthened his foot as it came in contact with a drone. One tried to sweep his legs from under him, but thankfully for his spidey sense, Spider-Man was able to jump over the drone to avoid the attack then turn around to knock the drone to the ground all before landing on his feet again. A drone was charging at him to the left, but a web was suddenly flung into its face, blockings its view. Several more came charging at him, but also received a web in their faces. Spider-Man seemed to be having fun with this and therefore wasn't able to react fast enough when he too got electrocuted from behind just as his spidey sense went off.

Spider-Man…

By that point I felt a needle in my arm and as I tried to keep my eyes open, the world in front of me went black.

**Cliffhanger! Hopefully I won't run into any issues when I try to update again.**

**Review please!**


	8. The inevitable part 2

**I wish I had an excuse for not updating in a while, but I don't. My only defence is that I've been suffering from writer's block. So… here's the next chapter!**

**Disclaimer: I own Lilith, not Ultimate Spider-Man**

Chapter 8

"_In three words I can sum up everything I've learned about life; it goes on." –Robert Frost_

"_Guys! Guys, wake up! Danny!"_

My eyes felt heavy, but I forced them open. I blinked a couple of times to try to get rid of my blurry vision, and it seemed to help.

My mind felt foggy as I tried to remember what had happened. Then it all came rushing at me like a big tidal wave.

I looked around. To my left were Nova and Power Man, who looked like they might wake up soon. To my right I saw Spider-Man and White Tiger who had just woken up as well. We were all tied up and leaning against the back wall of a large room. Spider-Man looked at me and nodded, so I assumed he was the one to wake me up. As I looked around the rest of the room, I guessed we were in some new lab of Doc Oc's. Where exactly this lab is located; I don't know. For all we know, we could be half way across the U.S. On the other side of the lab were computers and other devices. Double doors were located on the left side of the room and this whole place seemed to be dimly lit, with the exception of the little bit of light coming from computer monitors and random blinking lights on the devices I can't recognize.

When the team were all finally awake, we heard a voice, "Rise and shine, sleepyheads." I looked up to make eye contact with non-other than Lilith. I didn't see her come in. Whether she had just walked in or was hiding in the shadows the whole time, I don't know.

"Guys, keep 'em distracted. I think I can bust us out of here." Nova whispered so Lilith wouldn't hear.

"So what do you plan on doing with us?" White Tiger asked trying to stall.

Lilith didn't answer. Instead, she stepped out of the way to reveal Doc Oc.

"To eliminate you of course." He said, "But unlike every other villain, I'm not just going to tell you my whole plan. You five won't even live long enough to find out what my plan is!"

"Whatever you're planning Doc, you won't get away with it." Spider-Man said.

"Got it!" Nova shouted freeing himself and sending a pulse of energy straight towards Doc Oc and blasting him to the other side of the room.

He was able to free Power Man and I before Lilith sent him flying into the wall. While Lilith was doing that, Power Man and I took advantage of the situation to free Spider-Man and White Tiger.

By that point, Oc was back on his feet and was heading in our direction. He didn't make it far before a few spider webs could hold him in place.

"Enough!" he shouted freeinging himself in frustration, "Jade, I want you to eliminate these imbeciles, so they won't interfere with my plan!"

"_Imbeciles_?!" Spider-Man looked offended.

Lilith obeyed and got her energy blasts ready then fired them… at Doc Oc!

Shocked expressions filled the room. For a split second we thought that she might be on our side, but then she turned around and fired at us.

"Jade! What are you doing?! I'm the one who made you evil! You serve _me_!"

"Yeah, about that Doc; I serve no one." She shot another blast at him and he lay unconscious.

"Lilith, what—" I started.

"I'm not finished with you five yet!" She said before beginning to attack us again. The next thing we knew, Lilith grabbed Doc Oc's remote and soon more of his drones filled the room and chaos erupted.

"Gah, I hate these stupid drones!" Nova complained as a bunch of drones began to corner him.

The room was crowded with more drones than ever. We couldn't even take them down the last time so how were we to take down these which seemed to have doubled in numbers and tripled in size?

I began fighting drones, but was interrupted when an energy blast made contact and threw me into the back wall.

"Lilith, I don't want to fight you." I began.

"Oh please. You knew it was bound to come to this eventually and you already know of my plan to eliminate each of you."

"It doesn't have to end this way. Don't you remember? The _six _of us were a team, we were—"

"Of course I remember, but none of it means anything to me anymore."

"It does… to Lilith. But you are clearly _not _her." I said as Lilith listened, "The Lilith I knew was the most beautiful and amazing girl… I-I loved her and I still do."

I must have triggered something because for a moment, she flinched and put a hand on her head as if a sudden pain or memory seemed to cloud her other thoughts. But with a shake of her head, Lilith charged. Instead of attacking I moved out of the way then caught her fist and pushed her back. She got her energy blasts ready and it was probably in my best interest to prepare my iron fists… but I couldn't. I was barely able to dodge her attacks, but one finally made contact with me and I landed at her feet. Lilith looked like she was about to make the final blow, but instead I kicked her legs out from under her.

Just as I stood up, I found myself being surrounded by drones, ultimately blocking me off from Lilith.

I fought each drone and each one I took on was stronger than the last. I was beginning to grow tired. And looking around the room, I wasn't the only one. Each of our movements slowed and our attacks weakened. We couldn't go on like this. We needed to find whatever's controlling these robots and shut it down. Then I remembered; Doc Oc's remote! Spider-Man must've had a similar idea because when I caught his eye he gave me a knowing look and nodded.

We pushed our way passed the drones, not bothering in an attempt to destroy them. We reached a still unconscious Doc Oc thinking of the possibility that the remote might've been thrown is his direction; but alas, it wasn't.

We looked at our remaining teammates and realized that the drones who were attacking us were now going after them; nearly doubling the amount of drones for them to defeat—not an easy task.

We needed to find that remote soon.

Then all of a sudden we noticed a giant hole being cut open in the wall. As the wall came down we saw Fury with what looked like a new high tech weapon and he began blasting the drones nearest to him. He must've locked onto our coordinates through our transmitters.

"Spider-Man!" he shouted in our direction, "Special delivery from Dr. Connors, catch!"

Spider-Man jumped up and caught whatever Fury threw with his webs. When he landed on his feet he turned to me. "It's the antidote! Connors must've completed it. You find the remote and I'll give this Lilith."

I nodded and headed toward the wide display of computers in search of the remote. It didn't take me long to find it's place on the floor, half hidden behind a computer monitor, obviously thrown by Lilith in a hurry to join the battle.

Just as I picked up the remote, I saw my teammates working together to distract Lilith as Fury blasted away at the drones. I hit the same blinking button that I saw Doc Oc press to activate the drones before, in hope that it could also deactivate them. My quick thinking seemed to work because all the drones in the room looked to be powering down.

This caught Lilith's undivided attention giving Spider-Man the opportunity to inject her with the antidote. As the antidote entered her bloodstream, I made my way towards my teammates. Only seconds after the injection, Lilith looked like she might pass out. I ran over and caught her just in time. As I caught her, the green streak in her hair seemed to fade back to its usual light brown.

It didn't take long before her eyes slowly opened and she blinked a couple of times.

"Lilith…?" I asked. She slowly looked around the room before answering.

"Wh-who are you?"

**Ta-da! So what do you guys think is going to happen next or want to see happen? I'm always open to suggestions!**

**Ok I think I should tell you guys now that this month is going to be kind of hectic for me. I've already been given ISU's for 2 of my classes and they're worth a large percentage of my grade. But as always, I shall try my best.**

**Well, you the drill, review please!**


	9. Amnesia

**Yeah, I know, haven't updated in a while… even though the last chapter ended in a cliffhanger :P**

**Thanks for all your reviews so far dudes! Keep 'em coming!**

**Disclaimer: I do not own USM just my OC Lilith**

Chapter 9

**Lilith's POV**

"_The greater your capacity to love, the greater your capacity to feel the pain." –Anonymous_

Have you ever felt so lost? So confused? Like the whole world is a new place and you don't even know who you are? Well that's exactly how I'm feeling.

My mind seems blank… like there's nothing there. If you ask me about a childhood experience, or even what I ate for breakfast this morning, I couldn't tell you. Not because I don't want to tell you, but because I don't know.

The only thing I remember was waking up in the arms of a muscular guy with a yellow mask, who was staring at me with what I sensed was concern in his eyes. He said a name, _Lilith_, I think it was, but I wasn't sure who he was talking to. My vision was a little blurry, but as it began to return to normal, I looked around only to see four other teenagers standing around us and staring at me intensely. It was then that I looked back at the boy who had me in his arms before I realized that he must've been talking to me because he was still staring at me.

_Lilith_. Was that my name? If so, I can't remember.

I asked them who they were and after that, everyone exchanged worried glances with one another. Except for the boy in the yellow mask, the look of concern in his eyes severely increased as he just continued to look at me.

That's when a man, with an eye patch over his right eye, walked over to us. I didn't know if I could trust them, but something told me I should. Although, I still had to be convinced that these were the good guys and that everyone was just concerned for my well-being.

The next thing I knew I was taken to a massive aircraft where people ran several tests on me. This whole place was pretty impressive, and so far, everyone who's spoken to me seemed to be pretty nice.

I now sat on one of the beds in what I assumed was the medical bay. My feet hung over the side and slowly swung back and forth as I obeyed one of the nurse's instructions of waiting here while they, and what the nurse referred to as 'my team', got an analysis report and discussed important matters. I nodded my head when the instructions were given, despite the fact that I wasn't quite sure what she was talking about.

So here I sat, for 20 long minutes, slowly swinging my legs back and forth and looking at the clock, watching the minutes tick by as I waited for… anything. I know I can't remember anything. I know that. So what was there to hide from me?

**Danny's POV**

Dr. Connors' antidote worked. Lilith is no longer evil… but she can't remember us and we're now trying to figure out why.

When she collapsed, I didn't have to think. Just wanting to catch her before she fell was an automatic reaction. But after I called her name, I knew what was happening; I just didn't want to believe it.

Fury knew we had to get her onto the helicarrier before anything else happened. It took some convincing, but surprisingly, Lilith was actually willing to trust us, which put me a bit at ease, but not completely.

Either way, she doesn't remember us and it's tearing me apart. We finally got her back after six long months and she has no idea who we are.

"So…" Sam started, trying to break the awkward silence in the room. Fury, who had just gotten back from taking care of Doc Oc, the team and I stood around the command room; too anxious and scared to be bothered sitting down.

"Why can't Lilith remember us?" I blurted trying to prevent the fear from leaking into my voice.

"Connors is working on that now—" but before Fury could finish his sentence, Dr. Connors entered the room with a clipboard under his arm which we all assumed were the results from Lilith's analysis test.

"To answer your question, Danny, the antidote worked exactly how it was designed to…"

"But…" I encouraged Connors to continue.

"But," he looked around the room sadly and sighed, "because the serum was in her bloodstream for so long, over time, all memory of her past… just slowly disappeared from her mind."

"'_All?'_" Ava repeated in shock.

"Well, perhaps not _all_, but it is likely."

"She has to remember something!" I insisted.

"Danny's right," Peter said, "Lilith couldn't have forgotten everything. Could she? Maybe she remembers _some _things." Sam and Luke quickly agreed with his statement.

Connors seemed to ponder the thought for a moment before speaking. "I suppose that there is a chance that she hasn't _completely_ lost her memory. But, there's one more thing."

"What is it?" Fury asked after a few seconds when no one chose to speak up.

"Lilith… doesn't seem to have her powers anymore." He said to which all of us replied with gasps and shocked expressions.

"What do you mean Lilith doesn't have her powers anymore?" I asked.

"Apparently, losing her memory blocked all connections with her powers." Connors clarified.

"Is there any way to help her regain her memory?" Ava asked suddenly.

"I'm not sure, especially not knowing if she remembers anything at all, but I'll see what I can do." Dr. Connors said before leaving the room.

"We should try talking to her." I said immediately after Connors exited, "To see if and/or what she remembers."

"I'm sorry, but—" Fury began, but everyone came rushing to my defence.

"Fury,"

"She's our friend!"

"We can't just sit around and do nothing!"

"You have to let us help!"

"Look, I know you all want to help Lilith, and you will. Let me speak with her first and then I'll let each of you speak to her."

It took a moment before anyone spoke up.

"Alright." I said just above a whisper and everyone else murmured an agreement.

**Lilith's POV**

I think I've been here for a little more than half an hour, and I was beginning to get bored. I sat in the same position as I did about ten minutes ago, but my legs stopped swinging. Instead, I was still, just staring at my hands which sat in my lap. I thought of pacing the room, but quickly decided against it.

Then, the man with the eye patch entered the room.

"…Director Fury…?" I asked with my head tilted slightly to the side.

"You remember?" he asked with a slightly shocked expression.

I shook my head. "I just remember one of the nurses referring to you as 'Director Fury' earlier." I replied.

He nodded before asking, "Do you remember anything from before you woke up?"

I thought about it for a moment, "I-I don't think so." I responded. Director Fury was silent for a moment so I spoke up, "Why can't I remember anything?"

"I think its best right now if you didn't know. But we'll help you try to remember." He said and I just nodded in response.

I know something has to happen to help me jog my memory, but until then, I just feel so… empty. Like I can't see my purpose anymore. Whatever I'm feeling I just wish that I could remember my life before.

**Sorry for the sudden end to the chapter, I couldn't come up with anything else. But there's still more to come next chapter!**

**Well, you know the drill, review please!**


	10. Dealing with amnesia

**Disclaimer: I do not own Ultimate Spider-Man, just my OC Lilith**

Chapter 10

_"__Every__sorrow and difficulty that comes in your way are stepping stones for a better tomorrow.__" – __Wazim Shaw_

Director Fury stayed for a while, continuing to ask me questions to see what all I remembered. As I assumed, I didn't remember much.

Apparently, I was a hero – a superhero, and worked for "SHIELD". Hard to believe, yes, but footage of my usage of 'powers' showed me otherwise.

I was asked to try a couple training exercises. My powers were proven to be "blocked", as Director Fury put it, but it was to test my combat skills. I'd proven to remember only basic techniques, to my surprise, but nothing else.

Afterwards I was brought back to the same medical room where I was told my… teammates, wanted to talk to me. Hesitantly, I nodded my head before resuming sitting in the same spot on the bed.

One by one, five teenagers came to speak to me. Each entered while wearing the same costumes I had seen them in before first waking up without having any memory, but none wore their masks so I could see their faces. The first was a boy with brown hair, blue eyes and was at average height. Spider-Man… Peter Parker, I think was the name Director Fury told me.

He's the leader of team, apparently. He also seemed to stutter a bit when he spoke to me, like he was unsure of what to say. I can't blame him.

The second was another male, short, with black hair and green eyes. I was told his name is Sam Alexander… Nova, I think. I guess he noticed the tense atmosphere when he entered because I could tell he was trying to be as light-hearted as possible, which I appreciated.

Next was a girl of average height with brown eyes and brown hair reaching her mid-back. Ava Ayala: White Tiger. She seemed nice enough, but the one thing that caught my attention was her telling me that we were – are— best friends. I don't know what to think of that. I wouldn't mind having her as a best friend, but I just can't remember anything about her.

The fourth was a guy with a muscular physical build with black hair and brown eyes. Luke Cage… Power Man I believe. My first impression upon seeing him was that he's a pretty tough head-strong guy, but he quickly showed me how nice he can be.

The last was, yet, another male who had blonde hair with bangs and, like Luke, had a very muscular build for his age. Danny Rand: Iron Fist. I had to admit, I did find him to be pretty cute. He seemed the nicest out of everyone, but also the most hesitant. I wonder if I meant anything to him before.

I must have seemed pretty clueless to each of them, because that's how I felt.

When I was talking to them, I felt like there was more to them. Like I _should _know more about them… especially Danny and Ava.

They were each only allowed in the room for a few minutes. Not too much was said other than the 'How are you doing?' and the occasional 'I'm guessing you don't remember me.' But they each told me things about myself… my old self. I mentally noted that Danny stayed to talk to me a little longer than the others – I guess Director Fury allowed it.

The one thing each of them had in common when they spoke with me, were the hints of concern and sadness that slowly crept into their voices the longer they talked to me. I could tell they tried to act casual, but it never lasted long.

Shortly after they all left and I was, once again, alone, Director Fury walked in. He must've known that I was beginning to get restless in this room because he said that I'm free to explore the helicarrier for a while and that he'll send someone to retrieve me when 'they're' ready to see me.

Minutes later, I was walking around aimlessly the giant aircraft. As I walked, I assumed that some of the SHIELD agents must've known me before because a few of them would send sympathetic looks my way when they saw me before continuing with whatever it was they were doing. I roamed the many halls and floors, until a few familiar voices caught my attention; Peter, Ava, Luke, Sam and Danny. They were talking amongst themselves in an empty hallway and I just happened to overhear what they were saying. Apparently I arrived in the midst of conversation.

"—had something to do with it." Luke said.

"It would make the most sense." Ava agreed.

"So what do you suggest we do? Walk up to Doc Oc and straight up ask him?" Sam said sarcastically. _Who's Doc Oc?_

"Why not? It's worth a try." Danny said. "Remember what Fury told us?... There's a chance she might not even regain her memory." His voice had almost fallen into a whisper.

I felt mixed emotions as I took a moment to process what I just heard… I might _not _regain my memories.

* * *

><p>I know I shouldn't be following them, but I just can't help myself.<p>

I peered around the corner, careful not to be spotted or perhaps detected by Peter's Spider sense (Director Fury told me about each of their powers too). I couldn't quite read their expressions as they reached the cell containing the person they called 'Doc Oc', but I'm sure I saw a look of determination on their faces. I noticed that none of them bothered to put on their masks. Wouldn't a superhero _not _want to reveal their secret identity to—who I assumed to be— the enemy… unless, he somehow already knows.

"You planned this, didn't you?" Ava growled.

"I don't know what you're talking about" The person who I presumed to be Doc Oc spat. His voice sent chills down my spine and I was suddenly afraid to look at him. I turned my head away from them and leaned against the wall, suddenly wanting to hear the conversation rather than watch it.

"Don't play dumb, you knew this would happen!" Luke said.

"What—"

"You knew her memory would be wiped after we cured her. It was all part of your plan." I heard Danny say. I was surprised. Overall, he seemed like a really calm person, but I could sense anger in his voice and for some reason, it shocked me.

"I assume you're all talking about Jade."

"Talk!" I heard Peter bark. "Just admit that this was all part of your plan!"

"Maybe I would… If I had planned it!" Doc Oc barked back.

"What is he talking about?" I heard Sam whisper anything but quietly to whoever was standing closest to him.

"It means," Doc Oc continued, "that obviously your friend losing her memory must've been a side effect to the serum. If I had planned it, I'd probably be laughing in your faces right now."

"And you expect us to believe you?!" Ava asked outraged.

"Tiger… I think he's telling the truth." Peter said in a softer tone than before.

There was another moment of silence before someone else decided to speak. "He's right." It was Danny.

I continued to stand there silently; completely still and not making a sound as I heard the five of them murmuring words that I couldn't quite make out. But I'm almost certain I heard my name.

Moments later, I heard footsteps leave the room and a grumbling coming from the cell they stood in front of just seconds ago.

I stood still for a minute longer before deciding to leave.

"Stealth always was one of your specialties."

I quickly jerked back and whipped my head around to see none other than Danny.

"Oh, I'm, um, sorry." I looked down and my cheeks turned a bit red, embarrassed from being caught.

"It's alright." He gave a small smile. "I was asked to take you to see Fury."

"Alright." I nodded and followed him down the hall. A few moments passed before I asked, "What did you mean by 'stealth always was one of my specialties'?"

He looked at me as he spoke, "Well, everyone on the team has their own unique advantages. Yours was stealth."

"Oh." Was all I could say before getting lost in my own thoughts.

"How much of that did you hear?" He asked snapping me out of my thoughts.

"All of it." I blushed again in embarrassment. "So, uh, who is Doc Oc?" I asked, quickly composing myself.

"He's… a villain." Danny said simply before adding, "We thought that he—"

"—was the one who caused my amnesia?" I finished for him remembering the conversation. "Why did you think he was the cause of it?"

Danny immediately stopped walking and I stopped too. He looked like he was about to say something, but I spoke instead, "Nevermind. I think its best I don't know right now." He nodded and we turned down a hall.

Throughout the rest of the walk to wherever it was we were headed, we continued to talk and I actually managed to get Danny to laugh. It seemed like he was laughing for the first time in a while. I couldn't help but feel that we had some greater connection in the past, which makes me wish that I could just remember it. If I can never remember my past, I just hope that one day I could at least remember what we had together.


	11. School

**Yeah I know, I kind of put this story on hiatus for a while... but I'm back! So, enjoy this chapter!**

**Disclaimer: I own my OC Lilith, not Ultimate Spider-Man**

Chapter 11

_"__No matter what you're going through, there's a light at the end of the tunnel and it may seem hard to get to it but you can do it and just keep working towards it and you'll find the positive side of things.__"—__Demi Lovato_

"We need to find ways to help her trigger her memory. I don't suggest you've figured out how?" Fury asked. It was shortly after Fury released Lilith to wander around the helicarrier. Spider-Man and his team were who knows where doing who knows what.

"Well," Dr. Connors replied, "patients with memory loss still have small traces of memory hidden in their brains. Showing them something like a familiar object or seeing someone they had known for a long time can trigger the brain to remember. But it seems for Lilith, her case is a little more severe than some; due to the fact that seeing Danny, a friend she'd known since they were 8, didn't seem to trigger anything at all."

"So what do you suggest we do?"

"Perhaps merely just seeing her old friends and having a three minute conversation with each of them isn't enough. I don't think Octavius knew about the side effect and I do believe that if I were to create another antidote, one that would trigger her memories, it will very likely not have a great enough effect. If her memory is to come back at all, it needs to be due to natural causes."

Fury nodded in understanding. "I'll alert the team."

* * *

><p>Danny and I walked into the Command room only to discover that Peter, Sam, Ava, Luke, Director Fury and —who I was told was— Agent Coulson were already there.<p>

As we entered, about half of the people in the room had their eyes trailed on me. I avoided eye contact to avoid feeling uncomfortable. It helped –a bit.

I could easily tell that the tension in the room doubled from before I entered with Danny.

"We understand the circumstances of the situation," Director Fury began seconds after we entered the room, "and, according to Dr. Connors, creating another antidote probably wouldn't work to regain your memories, Lilith."

"Then what will?" I asked.

"Well, if you go back to school at Midtown we feel that it might help in triggering your memories."

"S-school?" I said.

"Don't worry. You won't be alone. Peter, Danny, Ava, Luke and Sam already go there while I'm the principal at the school." Agent Coulson gestured towards the other five teens in the room. That information gave me a little bit of reassurance.

"But Fury, people would notice Lilith's amnesia. I mean what about MJ and Harry? Lilith was friends with them too. Wait, you don't remember Mary Jane and Harry, do you?" Peter turned to me.

"I don't think so." I respond after giving it a moment of thought.

"We're going to make sure that Lilith is informed of everything she needs to know to get through school for a few days."

"A few days?" Ava asked.

"Or just until we find another way to help Lilith regain her memories." Director Fury responded.

Everyone in the room nodded in defeat.

* * *

><p>I stood just outside school grounds with a textbook clutched tightly to my chest. I wasn't nervous to be going back to school. I was nervous because I'm supposed to pretend that I am who I was before and that I didn't lose most of memories. I'm nervous that I might slip up and do or say something I shouldn't.<p>

My friends, as I now considered them, told me about the people I should know. There weren't many, mainly just Mary Jane Watson, who I was told we sometimes call MJ, and Harry Osborn, heir to Oscorp industries.

Agent – _Principal_ Coulson made sure that I wasn't alone in any of my classes, just in case. I have history first period with Sam and Luke, followed by science with Danny, Peter and also Harry. After lunch I have English with Ava and Mary Jane and then Danny, Peter, Ava, Luke, Sam, Harry and I have gym together last period.

"Lilith!" I suddenly heard my name being called.

I turned my head to see a slender red-headed girl running up the sidewalk and quickly guessed that she was Mary Jane based off the description Peter gave me. "Hi MJ!" I replied happily, "It's great to see you again!"

When she approached me she gave me a friendly hug, which I returned. "It's been, what, six months since I last saw you? How was school in Australia?" Attending school in Australia was the story created for me as an alibi for my absence.

"It was great, but missing all of you is what brought me back to Midtown." I replied.

"We missed you too," she smiled, "So what do you have first period?"

"History" I replied but handed her my schedule anyway so she could look it over.

"Yes! You have English with Ava and me after lunch!" I smiled and nodded just as the warning bell went off. "C'mon. Do you know where your locker is?" MJ asked as we started walking.

* * *

><p>I walked into my first period class and approached the teacher's desk. "Hi, I'm—"<p>

"You must be the new student, Lilith Walker I presume?" I nodded, "Well I'm Ms. Brown and welcome back to Midtown. Normally it would be necessary to make sure the new student catches up on the part of the curriculum we've already covered at this point in the school year, but from what Principal Coulson has informed me it seems that you're already caught up in the Midtown Curriculum."

_Courtesy of SHIELD,_ I thought.

"There's an empty seat in the back over there." Ms. Brown gestured to the back of the class with the pen she was holding in her hand.

"Thank you." I said before sitting in the desk Ms. Brown had pointed to. That's when I noticed that Luke and Sam weren't here yet. Speaking of which, other than Mary Jane I hadn't seen any of friends at school yet.

Just as the bell rang Sam and Luke rushed into the classroom.

"Mr. Alexander. Mr. Cage." Ms. Brown addressed them, "You're late."

"Sorry, Ms. Brown, we uh…"

"—forgot our lunch at home!" Luke quickly said.

Ms. Brown gave them a skeptical look, but gave in. "Fine. But, don't let it happen again."

"Yes ma'am." They both said before quickly taking their seats; Luke who sat in the seat beside me and Sam in front of me.

"So what's the actual reason as to why you guys are late?" I whispered to them once Ms. Brown started the lesson.

Sam turned around in his chair. "We were looking for you." He said.

"Yeah," Luke pitched in, "Since it is your first day and the three of us have first period together."

"Sorry," I admitted, "I ran into Mary Jane earlier and she showed me where my locker and some of my classes are."

"Mary Jane?" Sam asked, and for some reason, the thought of her made his cheeks go slightly red. Wait a minute… Does Sam _like _MJ?

I looked to Luke who had a smile on his face and said, "Bucket-head here has had a crush on her for a while."

"No I don't!" Sam said just a little too quickly, causing Luke and I to snicker.

"Mr. Cage! Miss. Walker! Mr. Alexander! If you three don't want after school detention, I suggest you pay attention to the lesson."

"Yes, ma'am." We said simultaneously.

* * *

><p>After history I found Danny who led the way to our Science class. He said he was a little concerned about how I'd do at school with my amnesia, but I assured him I was doing fine so far.<p>

Science went by pretty fast and before I knew it, lunchtime rolled in.

"Does anyone seem to suspect anything?" Ava asked quietly as she stood by my locker.

"I don't think so. But it feels weird, you know, acting like I know everyone when really I don't remember them at all."

"I can only imagine what that's like. But you're doing pretty well."

"Huh?"

"With this whole situation. To be honest if it were me I'd probably feel a little overwhelmed."

"Thanks, Ava." I smiled, "that really means a lot. But to be honest, I do feel a little overwhelmed, which makes me grateful that you guys are helping me out the way you are."

"You don't have to thank any of us because we know that you'd be doing the exact same thing for us, probably more!"

I smiled once again before closing my locker. "C'mon," she said, "Cafeteria's this way."

We arrived at the cafeteria moments later, grabbed our lunch trays and joined the remainder of our friends—including Harry and Mary Jane—at one of the lunch tables.

"Wow, did you really do that?!" Mary Jane had an impressed look on her face as we sat down.

Sam leaned back in his chair and put his hands behind his head. "Yeah, I know, I'm amazing." He bragged which caused Peter to scoff beside him.

"You _are _amazing, Sam!" Mary Jane gushed causing Sam to blush, "Well, I, um… it was nothing." He coughed and hid his blushing face from her causing Danny and I to laugh a bit, which in turn earned us both dirty looks.

After lunch I headed to my locker to get what I needed for third period.

"Hey Parker!" a voice said from down the hall. I turned to see a blonde muscular guy walk up to Peter and throw an empty soda can in the trash. Without noticing, he missed and the can landed right by my feet.

"Hey Flash," Peter rubbed the back of his neck nervously, "how's it go—?" But before Peter could finish his sentence, Flash had thrown him into his locker, laughed and started to walk away.

Just as he walked by me, I kicked the soda can so it was in his path, causing him to fall flat on his face. I quickly concealed myself by the surrounding students who suddenly appeared and joined in on their giggling and laughter before Flash could see who kicked the soda can in his way.

When Flash's friends helped him up and they stormed away, the laughter died down and the group of people disbanded.

"You okay?" I asked as I approached Peter who had just managed to get himself out of his locker.

"Yeah, I'm fine. Thanks though." He laughed. "He so deserved that!" I smiled.

"Nice one, Lilith!" I heard Sam say as he and the others approached.

"Did you see the look on his face?" Luke laughed and even Ava laughed a bit.

"Clever," Danny smirked.

"Who was that?" I asked.

"That was Flash Thompson." Danny said.

"Football player and high school jock. Also the school's bully as you can probably already guess." Peter finished for him.

At that moment, the bell rang and everyone groaned. "Oh no, we're gonna be late." Ava said before everyone quickly disbanded to try to get to their classes.

* * *

><p>The rest of the day went by in a blur. English wasn't bad, but mostly because I got to hang out with Ava and Mary Jane. Gym was actually pretty fun and it was interesting to see Peter and Harry climb ropes when it seems the two have no athletic ability, even though it's obvious Peter's just trying to cover up his secret identity as Spider-Man.<p>

After school we all went to Peter's house—where I'm now currently staying and Ava and I share one of the guest rooms together. School wasn't too bad, other than some of the strict teachers and Flash and all the homework we get… How badly does school interfere with everyone's superhero lives? Either way I have to admit, I did have a few close calls, but nothing major happened. I wonder how long I can keep pretending.

* * *

><p><strong>Yeah I didn't really know how to end the chapter, so I just came up with that. Please don't patronize me for the SamxMJ pairing! It was most likely just a one-time thing in this fanfic. So let me know what you think!<strong>


	12. A month later

**I know it's been a while since my last update but I. Don't. Want. To. Hear. It.**

**Disclaimer: I own my OC Lilith, nothing else, I swear**

Chapter 12

_"__My biggest fear is to hurt someone I care about. Because when I do, I get hurt the most." –Anon_

I rest my cheek in my palm as I wait for the school bell to ring, singling the end of the day. It being Friday, everyone is ready for the end of a long week of school. I was long since done copying notes from the board, but the teacher still felt the need to ramble on about subject we learned at the beginning of class. I looked at the clock and mentally sighed. There was still fifteen minutes until the bell, so I let my mind wander off.

My first week back at school wasn't too bad. I think I'm getting better at pretending that I don't have amnesia. Either that or the more time I spend at school, the more I know what I'm supposed to know.

Now it's been a month and I think I've really got the hang of things. Sure, things were hard for me at first, but it's gotten better. It was hard for my friends too, but they're coping. It hurts me to know that I'm the one causing them pain... If only I can make their suffering end. Since I met them, a month ago, they've each been nothing but nice to me. Willing to do so many things for me and more. I've developed a special disliking to Doc Oc; knowing that he was the one who did this to me and that's the source for my friends' suffering.

The sound of the bell snapped me out of my thoughts. I gathered my things and headed out the classroom door towards my locker.

A few minutes later, I slammed my locker door shut. "Hopefully we don't take too long." Ava said, whose locker just so happened to be right next to mine. "You know, Fury said you're free to come and watch if you'd like."

Peter, Ava, Luke, Sam and Danny were supposed to report to the SHIELD tricarrier after school for training.

"Thanks, but I think I'll pass. MJ and I were going to get frozen yogurt now anyway."

"Alright, I'll see you later then." And with a wave she walked off to meet the guys.

* * *

><p>"Hey MJ" Spider-Man said into his cellphone just after training. "Wait, what?!" His sudden outburst caused everyone to stare at him. "Uh, don't worry, I'm sure Spider-Man and his team will take care of everything." He tried to stay calm. "Ok, thanks for letting me know!" and with that he hung up his cellphone and immediately started tapping away on his transmitter.<p>

"What was that all ab—"

"Electro attacked downtown. Took Lilith." He quickly summed up after interrupting Nova.

"What?!" They all said simultaneously.

"I've got a lock on her location, let's move!" And without another word, they all obeyed Spider-Man's orders and hurried to get to Lilith's location.

* * *

><p>What happened was all a blur. One minute I'm with Mary Jane eating frozen yogurt and the next I get kidnapped by someone claiming to be 'Electro'. From what I can tell, I was being held captive in a large clearing. It's not too hard to figure out that I'm bait for Spider-Man and his team… Oh he has no idea that I'm actually friends with them. I was currently being held in what seems like a cage made from hundreds of watts of blue electricity, which makes it nearly impossible for me to escape. Each streak of blue being a bar for the cage.<p>

"Lilith!" I suddenly heard someone say. I easily recognized the voice as Danny's, or in this case, Iron Fist's. That's when I noticed Electro wasn't guarding my 'cage' anymore.

"It's a trap!" I yelled. But just as I did, five streaks of electricity landed right in front of them, stopping them in their tracks. Electro landed in between them and me.

"What do you want with her, Electro?" Iron Fist demanded.

"Nothing," he smirked, "It's you five I want." He immediately sent a bolt of electricity in his direction, luckily, Iron Fist dodged.

Before anyone else could react, more electricity bolts were sent flying directly towards them. Spider-Man and White Tiger were able to dodge, but Power Man and Nova were sent flying into a tree.

Spider-Man shot a web in Electro's direction, but Electro jumped up to catch it, electrifying the web causing the current to quickly find its way back to Spider-Man, knocking him to his knees.

Electro, suspended in air, at first seems oblivious to White Tiger who is swiftly charging forward from behind. Just as her claws were about to make contact with him, Electro, surprisingly, turned around just as swiftly with his arm already outstretched, sending her flying into Nova who had just gotten back on his feet.

Power Man, who also got back on his feet, charged forward with a tree trunk in his hands almost immediately after Tiger was thrown into Nova. It was then that I noticed that the tree he and Nova were thrown into was no longer there. Power Man swung the tree at Electro. Unfortunately for Electro, he wasn't able to dodge after sending Tiger flying into Nova, and the tree made contact with him, sending him to the other side of the field and allowing Power Man to have a smug look on his face.

Electro noticed his smug look and reflected a similar look onto his own face, "In case you don't know, I've gotten stronger from the last time we met. How do you think I escaped being imprisoned by SHIELD?" he asked nonchalantly before extending an arm out, sending a massive amount of power in Power Man's direction. He was knocked to the ground.

The massive release of power allowed shocked expressions on all of our faces, and another smug look on Electro's.

Iron Fist didn't hold back, he seemed determined to win this fight. I watched the two go head-to-head as Nova helped Tiger up and as Power Man slowly got up from his place on the ground. Spider-Man seemed to be suffering from a headache due to being electrified just moments ago. But as they each started to compose themselves, they couldn't help but to watch in awe as Danny refused to give up. I couldn't help but feel helpless trapped in this cage, knowing that trying to escape will send hundreds of watts of electricity coursing through my veins in a matter of seconds.

Watching the battle, I can't stop myself from focusing on Danny. I remember when he first took me to SHIELD after I had woken up. He was always the nicest to me and for a guy as muscular as him, he is also very gentle. Every time he looks at me, I can see pain in his eyes, but I can also see happiness. It seems that my presence brings both joy and pain to him. But over time, I can see the pain in his eyes slowly fade and be replaced with more happiness. Only now do I think that there will forever be that one hint of pain in his eyes. No matter how small, I feel like it will always be there when I'm around, no matter how much joy tries to take over.

I know what Danny and I meant to each other before my amnesia. Ava told me. I had asked her about a week ago when my curiosity finally got the best of me. She said I loved him… and I think a part of me still does, even if I don't remember _us_.

I was brought back from my thoughts when I saw Danny's foot slide just a little too far. He lost his balance a bit, but it was just enough for Electro to send a large amount of electricity going through his body.

"Danny!" I yelled subconsciously. But it was no use. He collapsed on the ground. He's alive. I know he is, but I could tell that he's seriously injured. At that moment I realized my mistake of yelling his real name, but it didn't seem that Electro noticed my outburst, thankfully.

Rage took over Power Man as he charged without thinking, closely followed by everyone else. Electro dodged Power Man's overcharged punch, which sent him stumbling forward, and kicked him to the ground. White Tiger, again, couldn't even lay a claw on him as she was sent right over his head. Electro strategically moved out of the way so Nova's energy blast hit Spider-Man instead. Nova had his feet swept from under him when he realized that his energy blast hit the wrong person.

They were all on the ground, but no one refused to give up. Danny was still unconscious, but the others struggled and were able to make it onto their feet again. With a laugh, Electro sent powerful jolts of electricity through their bodies, especially Power Man and I'm guessing it's due to his impenetrable skin. I screamed when, like Danny, they each fell unconscious at his feet.

They were beaten and bruised. I sank down on my knees with my head in my hands. I felt so helpless and responsible for their current state. Maybe if I wasn't so stupid we wouldn't be in this situation. No. Electro would've easily kidnapped someone else either way.

I heard a sound and slowly lifted my head. It was Danny, and he was conscious again. It was faint, but I could've sworn I heard him whisper my name as he struggled to get back on his feet. But alas, he was still weak and I shut my eyes tight as I heard Electro kick Danny right in the gut. I could feel the tears running down my cheeks.

An image flashed through my mind of Danny and me when we were kids. "Well, looks like there's no need for you anymore," I heard Electro say as he approached me. A pain flashed through my head but I ignored it. "No!" I shouted as his hand went up to touch the electric bars. Another image of me and the old team came to mind. The electricity from Electro's body (who may or may not have used a bit too much power) connected with the electricity from the bars and caused his body to explode. While that happened, electricity began to course through my veins and I cried out in excruciating pain.

All at once, several different images raced through my mind; my mom, the explosion at the power plant, my friends, the team… _Danny_.

My head began to throb and I let out a scream of pain before I was surrounded by darkness.

**Just to clear something up about the ending, if you overcharge a battery, doesn't it explode? ;)**

**Btw, the next chapter will be the final one :)**


	13. The end

**Well guys, this is the last chapter. Warning, it is short, especially for the final chapter so I'm sorry.**

**Disclaimer: I do not own Ultimate Spider-Man, just my OC Lilith**

Chapter 13

_"__Love is the most ferocious and strongest force on the planet__" –__Greg Cipes_

The wind blew gently through my light brown hair that was now almost at my waist. It's been two days since my memories were returned to me.

I suppose things are slowly starting to fall back into place. Shortly after I woke up and realized my memories were back, I discovered that my powers had returned to me as well. Fury says a few more days of training and I'll be allowed to go on missions again.

SHIELD even managed to erase Doc Oc's memories of each of our identities, so we can go on living our double lives in secret again.

Everyone's moods seem to be lifted. I've even noticed that Peter and Ava's relationship together seem to be finally going somewhere. If only they weren't both so stubborn about their feelings for one another.

I even explained how blowing up the nuclear power plant was just bait to capture everyone, which would've later resulted in their deaths through Doc Oc's horrifying experiments.

Something's been tugging at my heart ever since I recovered from my amnesia. It's the horrible realization of everything I had become. My brain was affected. I didn't have control in the way I thought or acted. I was still there, but it was like I was just… a puppet, being forced to become a supervillain rather than a super_hero_.

All of the crimes I committed in _his_ name. I hurt my friends, the people I care about most in the world... my family. I know of everything that I've done, and I know that I cannot be forgiven. Out of everything that I've done, the worst is knowing that I participated in a crime that almost resulted in the deaths of my closest friends. It's the painful truth that's going to haunt me for the rest of my life.

I put them in harm's way countless times, not to mention I tried to kill them multiple times.

I can't forgive myself, so why was everyone so quick to forgive me?

A cold breeze made me shiver slightly. I ran my fingers through my hair before two strong arms gently wrapped around my waist and I leaned into them.

"I'm sorry" I whispered.

"For what?"

"Everything" I looked down. I felt myself being spun around so I was face to face with Danny.

"Lilith..." he lifted my chin so I was forced to look him in the eyes. "Nothing that happened was your fault. A lifetime of good is in no comparison to six months of evil. Ever since you got your powers, you've been using them to the best of your abilities, using them to help people."

"Yeah, but—"

"And you'll continue your life using them for good."

I hesitated, not knowing what to say. I tried to avoid his gaze, still feeling ashamed for what I had done to him. "Why was everyone so quick to forgive me?" I finally asked.

"That wasn't you. It was Doc Oc. He was controlling you and there was nothing you could've done to stop it. We know the real you. And you turning on Doc Oc was because his plan backfired. You overcame his power and—"

"I overcame his power with the intentions of committing more crimes, just without someone telling me what to do all the time."

He caressed my cheek with his right hand, "Lilith, listen to me," his eyes pleading. I made him suffer far too much pain, and I never want Danny to suffer because of me ever again. "You were being controlled, that wasn't you. But you're back now and we'll make things go back to the way they were... together."

I smiled, tears in my eyes. That's right. I've never had to face anything alone. From the fear of falling when I first learned how to ride a bike to battling your everyday supervillain, Danny's always been right by my side. I felt his thumb wipe away a stray tear that managed to escape my eyes before closing the gap between us. Both of us leaning closer until our lips met for the first time in what seemed like forever.

When we pulled apart he looked into my eyes as he said, "The hardest part when you came back, was keeping my distance from you. Even after you were gone, I still loved you. After all, _love never dies_."

**Sorry if the last chapter seemed rushed, I'm not too good at endings. But thank you so much to everyone who stuck with this story till the end. I really appreciate it :)**


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